Also known as: UCC 2-207 · 2-207 · § 2-207 · U.C.C. § 2-207 · battle of the forms
Written by attorneys · grounded in primary & secondary sources — see below
A statutory provision governing additional or different terms in an acceptance or written confirmation for the sale of goods. It permits contract formation despite variance from the offer unless the acceptance is expressly conditional on assent to the new terms. Between merchants additional terms may enter the contract unless they materially alter it or meet other statutory bars.
Buyer sent a purchase order for widgets. Seller replied with an acknowledgment adding a forum-selection clause. The court held that the acknowledgment formed a contract because it was not expressly conditional on assent to the new term.
Two merchants exchanged forms for the sale of steel. The seller's confirmation added a price-adjustment clause. The court ruled the clause did not enter the contract because it materially altered the deal and the buyer had not assented.
Upstream Petroleum sent National Metal Crafters a purchase order for spade bit blanks with printed conditions. National Metal Crafters began manufacture without objection. The court held that performance created a contract on the shared terms even though later orders contained additional printed conditions.
Select any source to read its text and confirm it supports the definition.
Uriel Urban ordered a computer by phone. The box arrived containing an arbitration clause and a thirty-day return right. Urban kept the computer beyond thirty days and later sued. The court enforced the arbitration clause because the return period gave adequate opportunity to reject the terms.
Umeko Uchida bought retail software. The box contained a license restricting use to one computer. After installing the program Uchida resold copies. The court held the license terms became part of the contract because Uchida had the opportunity to return the unopened package.
Ulric Unger contracted to supply aluminum to Essex Group. A sudden rise in energy costs made performance commercially impracticable. The court examined the force majeure clause in the agreement to decide whether the price escalation excused performance or merely adjusted the contract price.
A definite and seasonable expression of acceptance operates as an acceptance even though it states additional or different terms unless acceptance is expressly made conditional on assent to those terms. The rule replaces the common-law mirror-image requirement and allows formation when the acceptance is not expressly conditional.
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Between merchants additional terms become part of the contract unless the offer expressly limits acceptance to its terms, the new terms materially alter the offer, or the offeror objects within a reasonable time. Material alterations such as broad forum-selection clauses or indemnity provisions are typically excluded without express assent.
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Conduct recognizing the existence of a contract establishes an agreement even though the writings do not. The contract then consists of terms on which the writings agree plus any supplementary terms supplied by the UCC. Conflicting terms drop out under the knockout rule.
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Yes. A timely objection by the other merchant prevents the additional term from becoming part of the contract. An email sent within three days stating that changes are not accepted satisfies the seasonable-objection requirement and keeps the new term out.
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…binds the Hills. Next the Hills insist that ProCD is irrelevant because Zeidenberg was a "merchant" and they are not. Section 2-207(2) of the UCC, the infamous battle-of-the-forms section, states that "additional terms [following acceptance of an offer] are to be construed as proposals for addition to a contract.…